Actual Working Capital. (i) As soon as practicable after the date hereof, but not later than ninety (90) days following the date hereof, Purchaser shall prepare and deliver to Seller the following:
Actual Working Capital. As soon as practicable after the Closing Date hereof, but not later than sixty (60) calendar days after the Closing Date, Parent shall prepare and deliver to the Stockholders (i) a balance sheet of the Company Group as of the Closing Date (the “Final Closing Balance Sheet”), reflecting all adjustments made by Parent to the Estimated Closing Balance Sheet, (ii) Parent’s calculation of the Working Capital as of the Closing Date (the “Actual Working Capital”), and (iii) all work papers and copies of source documents that reasonably support and document Parent’s determination of the Final Closing Balance Sheet and the Actual Working Capital (collectively, the “Supporting Documents”). The Final Closing Balance Sheet, and the calculation of Actual Working Capital, is to be prepared consistently with Schedule 1.7(a). Any adjustments made to the inventory or accounts receivable reserves in connection with the Company Group’s audit of the December 31, 2013 balance sheet will be made both to the Working Capital Target and to the Actual Working Capital. No adjustment increasing reserves for obsolete or slow-moving inventory, or increasing reserves for doubtful accounts, shall be made by Parent to Stockholders’ computations thereof on the Estimated Closing Balance Sheet so long as Stockholders’ estimates apply the methodology used in connection with the audit of the Company Group’s December 31, 2013 balance sheet. The Stockholders and their accountants and other representatives shall cooperate fully and in good faith with Parent in the preparation and review of the Final Closing Balance Sheet (including by providing access to accountants’ work papers relevant to the Estimated Closing Balance Sheet).
Actual Working Capital. The value of Actual Working Capital shall exclude:
Actual Working Capital. As soon as practicable after the Closing Date, but not later than one hundred twenty (120) days after the Closing Date, Purchaser shall prepare and deliver to the Stockholders' Representative (i) a balance sheet of the Company as of the Closing Date (the "Final Closing Balance Sheet") reflecting all adjustments made by Purchaser to the Estimated Closing Balance Sheet that are consistent with GAAP, (ii) Purchaser's calculation of the Working Capital as of the Closing Date (the "Actual Working Capital"), and (iii) all work papers and copies of source documents that reasonably support and document Purchaser's determination of the Final Closing Balance Sheet and the Actual Working Capital (collectively, the "Supporting Documents"). The Stockholders' Representative shall cooperate in good faith with Purchaser in the preparation and review, if any, of the Final Closing Balance Sheet.
Actual Working Capital. As soon as practicable after the Closing Date, but not later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller (A) a consolidated balance sheet of LS Korea and its Subsidiaries as of the Closing Date (the “Final Closing Balance Sheet”), prepared in accordance with US GAAP and the Applicable Accounting Principles, and reflecting all adjustments made by Buyer to the Estimated Closing Balance Sheet, (B) Buyer’s calculation of the Working Capital as of the Closing Date (the “Actual Working Capital”), and (C) all work papers and copies of source documents (including bank statements) that reasonably support and document Buyer’s determination of the Final Closing Balance Sheet and the Actual Working Capital (collectively, the “Supporting Documents”). Seller shall cooperate in good faith with Buyer in the preparation and review, if any, of the Final Closing Balance Sheet.
Actual Working Capital. Not later than ninety (90) days after the Closing Date, Parent shall prepare and deliver to the Shareholder Representative an actual calculation of the Working Capital (the “Actual Working Capital”). Parent shall provide the Shareholder Representative with reasonable access to the work papers in connection with such calculation. Shareholder Representative shall have thirty (30) days after delivery of the calculation of Actual Working Capital (the “Review Period”) to notify Parent in writing (the “Dispute Notice”) that Shareholder Representative disputes the Actual Working Capital, and if no such notice is given within such time period, the Actual Working Capital shall conclusively be deemed final on the first Business Day after the end of the Review Period. If the Shareholder Representative sends a Dispute Notice, Parent and the Shareholder Representative shall use commercially reasonable efforts to reconcile such disputes and reach agreement on the Actual Working Capital. If they are unable to resolve any such difference within the Review Period, Parent or Shareholder Representative may submit such remaining difference(s) to the Independent Accountant for prompt determination. Parent and the Shareholder Representative shall instruct the Independent Accountant to make a final determination of such difference(s) in accordance with the guidelines and procedures set forth in this Agreement and the applicable definitions set forth herein and shall request that such determination be delivered not more than thirty (30) days following submission of such differences. Parent and the Shareholder Representative shall execute any agreement required by the Independent Accountant to engage the Independent Accountant to provide the services hereunder, including an agreement to be jointly and severally liable for payment of the Independent Accountant’s fees and expenses; provided that the Independent Accountant shall apportion its fees as set forth below, and any party required to pay in excess of the amount of such fees and expenses apportioned to such party shall be reimbursed promptly by the other party. Parent and the Shareholder Representative will cooperate with the Independent Accountant during the term of its engagement. Parent and the Shareholder Representative shall instruct the Independent Accountant not to assign a value to any item in dispute greater than the greatest value for such item assigned by Parent, on the one hand, or the Shareholder Representative, ...
Actual Working Capital the Working Capital as at the close of business on 31 December 2013, as shown in the Completion Accounts; Actual Working Capital Excess the amount (if any) by which the Actual Working Capital exceeds the Working Capital Target; Actual Working Capital Shortfall the amount (if any) by which the Actual Working Capital is less than the Working Capital Target; Agreed Form any document in a form agreed between the relevant parties and, for the purpose of identification only, signed or initialled by or on behalf of each of them; Auditors BDO LLP of 000 Xxxxxxx Xxx, Xxxxxxxxxx X0 0XX; Business Day any day (other than a Saturday, Sunday or public holiday) during which clearing banks in the City of London are open for normal business; Buyer Determined Claim a Determined Claim which is agreed, or in respect of which judgment is given, in favour of the Buyer; Buyer’s Accountants Ernst & Young LLP of City Gate West, Xxxx Xxxxx Xxxx, Xxxxxxxxxx XX0 0XX, Xxxxxx Xxxxxxx; Buyer’s Group the Buyer, its ultimate holding company and/or immediate holding company and/or any intermediate holding company from time to time, its subsidiaries from time to time and the subsidiaries from time to time of its ultimate holding company and/or of any immediate holding company and/or of any intermediate holding company; Buyer’s Solicitors Gateley LLP of Xxx Xxxxxx, Xxxxxx Xxxxxx, Birmingham B3 2HJ, United Kingdom; Cash in relation to the Group and as shown in the Completion Accounts, the aggregate of the following as at the close of business on 31 December 2013:
Actual Working Capital. 1.4(a) Actual Accounts Receivable............................................... 1.4(a) Affiliate............................................................9.3(a)(iii) Agreement...............................................................
Actual Working Capital. (i) As soon as practicable after the Closing Date, but not later than seventy-five (75) days following the Closing Date, Purchaser shall prepare and deliver to the Sellers’ Representative, a balance sheet of the Company as of the Closing Date in accordance with GAAP consistently applied (the “Final Closing Balance Sheet”), reflecting all adjustments being made by Purchaser to the Estimated Closing Balance Sheet and a calculation of the Working Capital as of the Closing Date (the “Actual Working Capital”), together with (A) a statement setting forth the amount, if any, by which the Actual Working Capital is less than the Estimated Working Capital (such deficiency, the “Working Capital Deficit”) or the Actual Working Capital is greater than the Estimated Working Capital (such excess, the “Working Capital Surplus”) and (B) all workpapers and copies of source documents that reasonably supports and documents the determination of the Final Closing Balance Sheet (collectively, the “Supporting Documents”). Purchaser shall prepare or coordinate the preparation of the Final Closing Balance Sheet, the cost of which shall be borne by Purchaser. Sellers, Purchaser, and their respective accountants and other representatives shall fully cooperate with the other in the preparation and review of the Final Closing Balance Sheet, including, without limitation, by providing access to accountant’s work papers relevant to the Final Closing Balance Sheet as well as the books and records related thereto.
Actual Working Capital. (i) Within ninety (90) days following the Closing Date, the Buyer shall prepare and deliver to the Seller a Schedule (the “Closing Working Capital Statement”) setting forth the Buyer’s calculation of Working Capital, which shall be calculated in accordance with GAAP, subject to the methodologies, principles and adjustments set forth on Schedule 2.2 (which shall be consistent with the methodologies, principles and adjustments utilized by the parties to calculate the Target Working Capital) as of the Effective Time (the “Actual Working Capital”), together with a statement setting forth the amount, if any, by which the Actual Working Capital is less than the Estimated Working Capital (such deficiency, the “Working Capital Deficit”) or the Actual Working Capital is greater than the Estimated Working Capital (such excess, the “Working Capital Surplus”).
